Closing; General Sample Clauses

Closing; General. The closing (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP, located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on November 5, 2015 (the “Closing Date”} or on such other date or at such other time or location as the Holder and the Purchaser shall mutually agree. On the Closing Date, the Holder will sell, transfer and assign to the Purchaser, and the Purchaser will purchase, acquire and assume from the Holder, the Transferred Assets.
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Closing; General. The closing (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP, located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on the third (3rd) Business Day after satisfaction or waiver of all of the conditions set forth in Sections 6.2 and 6.4 hereof (other than those conditions which by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) (the “Closing Date”) or on such other date or at such other time or location as the Seller and the Purchaser shall mutually agree, and the Closing shall be deemed to occur at 12:01 a.m., Eastern Time, on the Closing Date. The Seller will sell to the Purchaser, and the Purchaser will purchase from the Seller, all of the Membership Interests on the Closing Date, in consideration of the payment by the Purchaser of the applicable portion of the Purchase Price on the Closing Date and the Deferred Purchase Price at such time as provided herein.
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Closing; General. The closing (the “Closing”) shall take place remotely via the mutual electronic exchange of documents and signatures on the third (3rd) Business Day after satisfaction or waiver of all of the conditions set forth in Sections 5.2 and 5.4 hereof (other than those conditions which by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) or on such other date or at such other time or location as TRPN Direct Pay (on behalf of the Selling Companies) and the Purchaser shall mutually agree (the “Closing Date”), and the Closing shall be deemed to occur at 12:01 a.m., Eastern Time, on the Closing Date. On the Closing Date, the Selling Companies will sell, transfer and assign to the Purchaser, and the Purchaser will purchase, acquire and assume from the Selling Companies, the Transferred Assets and the Assumed Liabilities.
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Closing; General. The closing (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP, located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. on February 28, 2020 if the conditions set forth in Sections 5.2(f) and 5.4(e) hereof are satisfied as of 5:00 p.m., Eastern Time, on February 27, 2020 (assuming the satisfaction, fulfillment or waiver of the other conditions set forth in Sections 5.2 and 5.4 on February 28, 2020, and, for the avoidance of doubt, subject to the fulfillment or waiver of those conditions which by their nature are to be satisfied at the Closing); provided, however, if the conditions set forth in Sections 5.2(f) and 5.4(e) hereof are not satisfied as of 5:00 p.m., Eastern Time, on February 27, 2020 or the other conditions set forth in Section 5.2 and 5.4 are not satisfied, fulfilled or waived on February 28, 2020, then the Closing shall take place on the third (3rd) Business Day after satisfaction of the conditions set forth in Sections 5.2 and 5.4 hereof (and, for the avoidance of doubt, subject to the fulfillment or waiver of those conditions which by their nature are to be satisfied at the Closing) (the “Closing Date”), or on such other date or at such other time or location as the Company Parties and the Purchasers shall mutually agree. The Closing shall be deemed to occur at 12:01 a.m., Eastern Time, on the Closing Date. On the Closing Date in consideration of the payment by the Purchasers of the Closing Date Purchase Price plus the Additional Closing Date Payment on the Closing Date and the Deferred Cash Purchase Price, the Deferred TRA Payment Amount and the Contingent Amount at such time as provided herein, (i) Acurity will sell, transfer and assign to Premier Acurity Purchaser, and Premier Acurity Purchaser will purchase, acquire and assume from Acurity, the Transferred Acurity Assets and the Assumed Acurity Liabilities, and (ii) Nexera will sell, transfer and assign to Premier Nexera Purchaser, and Premier Nexera Purchaser will purchase, acquire and assume from Nexera, the Transferred Nexera Assets and the Assumed Nexera Liabilities.
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Related to Closing; General

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • Closing Matters (a) Within one business day of the date of this Agreement, Buyer shall deliver the notice attached as Annex I hereto to Continental. (b) Prior to the Closing, Seller shall deliver or cause to be delivered to Buyer appropriate instructions for book entry transfers of ownership of the Shares from Seller to Buyer. (c) The closing of the purchase and sale of the Shares (“Closing”) will occur not later than the first to occur of (i) the first date any funds are disbursed from the Trust Account, except if the Extension is approved, for disbursements to Buyer’s shareholders who exercise their Conversion Rights on or prior to February 12, 2010, (ii) February 18, 2010 if the Extension is not approved, (iii) the fifth business day after the Merger is abandoned, (iv) the third business day after the Merger is not approved by Buyer’s shareholders and (v) February 22, 2010 as such date may be adjourned pursuant to the Escrow Agreement described in Section 6(n) (the “Closing Date”). At the Closing, Buyer and Migami shall pay Seller the Aggregate Purchase Price and the cash portion of the Fees by wire transfer. Payments from the Buyer to the Seller shall be made from the Trust Account in immediately available funds in accordance with the Irrevocable Instructions attached as Annex I hereto to an account specified by Seller and Seller shall deliver the Shares immediately thereafter to Buyer electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System to an account specified by Buyer. Notwithstanding anything herein or in the Irrevocable Instructions to the contrary, if the Merger is not consummated, Buyer shall not be obligated to pay the Seller for each Share more than the pro rata amount held in the Trust Account at the time of Buyer’s liquidation for each such Share. (d) In the event that Seller has not received the Aggregate Purchase Price on a timely basis on the Closing Date, then Migami shall pay to Seller in immediately available funds an amount equal to the lesser of (i) 1.0% total amount of, or (ii) the highest lawful rate of, the total Purchase Price Per Share paid by Seller for all of the Shares calculated from the date such payment was required to be made through the date such payment is actually made. (e) Upon the execution of this Agreement, Buyer will deliver to the Investor a legal opinion from Buyer’s counsel in the form annexed hereto as Annex II.

  • Closing Closing Deliveries (a) The closing of the Transaction (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time on the date hereof, or at such other place, date and time as Sellers and Purchaser may agree. All deliveries to be made or other actions to be taken at the Closing shall be deemed to occur simultaneously, and no such delivery or action shall be deemed complete until all such deliveries and actions have been completed. The date and time at which the Closing actually occurs is referred to herein as the “Closing Date”. (b) At the Closing, each Seller will deliver, or cause to be delivered, to Purchaser the following: (i) the aggregate number of Shares owned by such Seller on the Closing Date and set forth opposite such Seller’s name on Schedule A, evidenced by a stock certificate or stock certificates, duly endorsed for transfer by delivery or accompanied by stock powers duly executed in blank (in each case, if requested by Purchaser, with signatures thereon duly guaranteed or notarized) and any other documents that are necessary to transfer to Purchaser good and marketable title to all such Shares free and clear of all Liens; and (ii) all other instruments, agreements, certificates and documents required to be delivered by such Seller at or prior to the Closing Date pursuant to this Agreement. (c) At the Closing, Purchaser will deliver, or cause to be delivered, the following to each Seller: (i) the amount set forth opposite each Seller’s name on Schedule A by wire transfer of immediately available funds to an account designated in writing by each such Seller; and (ii) all other instruments, agreements, certificates and documents required to be delivered by Purchaser at or prior to the Closing Date pursuant to this Agreement.

  • Post-Closing Cooperation Each Party to this Agreement agrees that on and after Closing, it will execute any and all necessary documents, and take any and all necessary actions, to effect the purposes and terms of this Agreement or any other reasonable request. Specifically, the Parties shall (a) reasonably cooperate with each other in the defense of any litigation, investigation, claim or proceeding related to Sellers including the provision of witnesses and records (including contracts, memoranda, charge data, invoices, correspondence and other documentation) in a timely manner as reasonably requested by a Party to this Agreement; (b) reasonably cooperate with each other on all matters related to the preparation and submission of claims to the Medicare and Medicaid programs and other third party payers for services provided to beneficiaries; (c) reasonably cooperate with each other in the preparation and settlement of Medicare and Medicaid cost reports for all cost reporting years which are open as of the Closing Date in accordance with the provisions of Section 5.13; and (d) abide by any applicable confidentiality privileges. Each Party also agrees to (i) promptly notify each other Party in writing of any claim or threatened claim against a Party or its present, previous or future directors, trustees or officers arising out of any matter relating to the Transaction; (ii) promptly deliver to the appropriate Party all correspondence or other written materials received by a Party after Closing pertaining to that Party; and (iii) provide any documents necessary to obtain or maintain licenses, franchises, permits, certificates, certificates of need, accreditations, contracts, consents, and approvals, required by law or governmental regulations from all applicable federal, state and local authorities and any other regulatory agencies necessary for the legal operation of the Healthcare Facilities by Purchaser and to otherwise further the terms of the Transaction set forth in this Agreement and any Exhibits hereto. With respect to clause (a), above, and without limiting any other provision of this Agreement, (i) if Purchaser is named as a defendant in any malpractice claim stemming from care provided at a Hospital prior to the Closing Date, Sellers shall, at Sellers’ sole cost, provide such Purchaser with legal defense to such claims and indemnify Purchasers in accordance with Article 16; and (ii) if any Seller is named as a defendant in any malpractice claim stemming from care provided at the Hospitals on or after the Closing Date, Purchasers shall, at Purchasers’ sole cost, provide such Seller with legal defense to such claims and indemnify Purchasers in accordance with Article 16.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.